


Out of Tune

by like_a_raven, mountain_born



Series: The Marvelous Tale of an Agent, an Archer, and an Assassin [31]
Category: Doctor Who (2005), Marvel (Movies), Marvel Cinematic Universe, The Avengers (Marvel Movies)
Genre: Alternate Universe, Crossover, Doctor Who/Avengers Crossover Fusion, F/M
Language: English
Status: Completed
Published: 2015-09-16
Updated: 2015-09-16
Packaged: 2018-04-21 00:28:00
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 13,796
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/4807949
Author URL: https://archiveofourown.org/users/like_a_raven/pseuds/like_a_raven, https://archiveofourown.org/users/mountain_born/pseuds/mountain_born
Summary: <blockquote class="userstuff">
              <p>It's the story of Phil Coulson and the Cellist.  (But it's really not about the Cellist.)</p>
            </blockquote>





	Out of Tune

**Author's Note:**

> A funny thing happens when a group of pushy, talkative, demanding characters move into your best friend's brain. Eventually, they colonize yours, too. So thanks are due to mountain_born for letting me play around in her universe. At least, I think "thanks" is the word I want there . . . .

AvDW: Out of Tune

December 2011 - January 2012  
Richmond, Virginia

It was New Year’s Eve. Phil had put aside time – and a few reservations – to go with Valerie to her parents’ party. Phil rarely did things that involved her family because it blurred those carefully drawn lines of his. Family events put them into _dating_ and _relationship_ territory, which were words and territories he avoided where Valerie was concerned. But she had asked, and he hadn’t thought of a good excuse fast enough, or hadn’t wanted to think of one fast enough, and here he was.

The evening wasn’t in and of itself bad. He had always liked Valerie’s family, even when he’d been her blue-collar college boyfriend with more of a chip on his shoulder than he’d been aware of until years after the fact. Her father and stepmother had never been less than completely welcoming, and her stepbrothers had limited themselves to one or two _pro forma_ , if highly creative, _you hurt my sister and_ threats. Phil couldn’t hold those against them even when he was nineteen. If he’d had a sister, he’d have done the exact same thing. 

He’d never asked Valerie exactly what she’d told her family about whatever she called what she and Phil had been doing for the last fifteen years. He didn’t like to call it anything; it was _Valerie_ and that was label and meaning enough. He couldn’t imagine they had really expected him to show up, but if Thomas and Julia Custis were surprised to see him, there wasn’t even a flicker of betrayal of that fact. Either they were genuinely glad he had come or they had poker faces to beat some of the twenty-year veteran agents he knew.

Standing here tonight, it didn’t take much imagination to see where and how he’d have fit right into this family, if things had played out a little differently in the late 1980s. If he and Valerie hadn’t broken up when he graduated and joined the army, this might have been his life for the last 25 years. He’d be able to correctly match the names of Valerie’s nieces and nephews to the teens sprawled on the couches in the living room. He’d know at least some of the inside jokes that flashed through the conversation all around him. He might even be comfortable enough with her parents to think of them as “Tom” and “Julia.” 

Not that he let himself think like that, and not that he could quite avoid thinking like that on this particular evening. After all, it was pretty damn easy to see what you’d given up when you were standing in the middle of it. 

Phil slipped out of the room, out of the house, onto the wide porch overlooked the backyard. It was too cold, but that was, in a way, welcome. Head-clearing, maybe, was the word he wanted. He braced his hands on the porch rail and took a deep breath.

“I don’t want to startle you,” someone said, and Phil nearly tumbled headfirst over the railing and into Julia Custis’s boxwoods. He straightened hastily as Valerie’s older stepbrother, Webb Pendleton, stepped out of the shadows in the corner. Jesus, how distracted was he? He should have noticed he wasn’t alone the second he stepped out here.

“Just needed some air?” Webb asked.

Phil nodded, then asked, “You?”

Webb shrugged. “Habit as much as anything, I think. I used to hide out here during Mom and Tom’s parties back in high school. They’d send Val to coax me back in once they noticed I was missing. I’d see how long it took.”

“For them to send her or for her to convince you to come in?” Phil asked.

“For them to send her. It never took her long to convince me. She always could talk me into just about anything.” Webb hesitated, then continued, “Actually, speaking of Val, there’s something I want to talk to you about.”

That didn’t sound good. “What’s that?”

“It’s not that we don’t like you, Phil. We do. But you and Val have been in this . . . holding pattern for more than a decade. And she’s better than that. You have to know she’s better than that. So I think you need to figure this out, or let her go find someone who will.”

And what did a person say to that? Especially since Webb hadn’t said anything Phil hadn’t already told himself.

“Just think about it,” Webb said, when the silence had last long enough to be awkward. “I’ll see you inside,” he added, and let himself back into the house. Phil could hear Valerie laugh for a second, while Webb slid the French doors closed again.

Phil sat down on a tarp-covered wicker couch. Webb was right, of course. Phil had always known that what he was doing with Valerie was hopelessly selfish. He’d just never thought it would go on as long as it had. 

It was a wonder Thomas Custis hadn’t met him at the door with a shotgun.

He had no idea what he was supposed to do now. Was he even supposed to go back inside? 

“Phil?” Valerie said, some time later, stepping though French doors. “What are you doing out here? God, it’s freezing.”

Phil looked up at her. “Just needed some fresh air.”

“Well, it’s midnight and it’s New Year’s Eve and you’re supposed to be inside kissing me right now,” she said, hands on her hips.

Phil forced himself to smile. “I could kiss you out here.”

“Hmmmm. Too risky. We might get frozen to each other. Come inside.”

Phil shoved his new dilemma out of his mind somehow, and followed her back into her parents’ house, his cold hand in her warm one. 

He didn’t quite mind when Hill called just after 1 am to say that she was very sorry to interrupt his vacation but they needed him back in New York ASAP.

Valerie drove him to the Richmond airport at 5:00 am, in the same VW Beetle she’d been driving when he met her. 

“I’m sorry about this,” Phil said.

“It’s all right,” Valerie said, around a yawn. “You have to go save the world. And then I have to go back to bed.”

“You can just drop me off,” Phil said. 

“Okay. Hey, I can probably come to New York for long weekend. Is Martin Luther King or George Washington in January?”

“King. And let me get back to you. If Hill’s calling me in on New Year’s Day, hard to say what’s shaking loose,” Phil said. 

“All right,” Valerie said. “Whatever it is, be careful.” She pulled over next to curb in front of the airport.

Phil leaned over and kissed her. “I will. You too, driving home.”

He was halfway back to New York before he realized he’d just kissed her good-bye.

***

July 1996  
Miami, Florida

SHIELD, as it turned out, seriously hindered a guy’s ability to date. Erratic schedules, need-to-know bases, and general preoccupation with work combined to make three months the outer limit on a relationship in Phil’s first five years as an agent.

He had, in fact, just received his fifth anniversary SHIELD coffee mug when they sent him to Miami. It was July and miserably hot, and more than once, Phil wondered what kind of respectable international criminal mastermind summered in Florida. 

He’d been there for two weeks, taking care of the American set-up side of things. This morning he had seen the mark off at the airport, on his way to Portugal and Agent Stone’s far-from-tender mercies. Now Phil just had to call in a final report from the field, find some dinner, and wait to get the hell out of Miami in the morning.

“ _Phil_? No _way_. Phil Coulson?”

The voice brought him up shorter than anything ever had in his life. For one heart-stopping second, he thought he’d been made. No one here was supposed to know _Phil Coulson_ existed.

“Oh, my God, it really is you, isn’t it?”

And oh, yeah, he’d definitely been made. On the plus side, she was at least highly unlikely to try to kill him. 

“Valerie?”

“Phil. I can’t believe it. What are you doing here? Do you live in Miami?” 

Phil shook his head. “No, just a vacation.” It was kind of technically true, at least about most of the next eighteen hours, if not the last two weeks. “What about you?”

“Vacation, more or less.”

“Miami in July,” Phil said. “What were we thinking?”

Valerie laughed that full, throaty laugh of hers, and he could have been nineteen again, utterly captivated by the girl in front of him. She looked softer than he remembered, some combination of less permed hair and a few extra pounds, he’d guess, but still as sure of herself as ever. Same remarkable eyes. Same full mouth. Same Valerie.

“You look good,” he told her, because it was true.

“Thank you. You do, too.” She pushed her hair off her forehead and then said, “So, is there a Mrs. Phil Coulson waiting in the hotel for you to get back with . . . whatever the hell it is you send your husband out for in Miami?”

“No. No Mrs. Phil Coulson in a hotel or anywhere else. What about you? Is there a Mr. Valerie Custis?”

“Oh, he’d have loved being called that,” Valerie said. “But no. I’m the former Mrs. Mercer these days. Which means I can ask if you want to get a drink or something. Catch up.”

“I’d like to, I really would, but I have some things I can’t get out of this afternoon.” 

Like phoning a report in to Victoria Hand. 

“Of course,” Valerie said, and her tone dismissed the whole idea from the conversation.

“What about dinner?” Phil asked, a little too quickly, before she could start making her departure. “Do you have dinner plans? Seven o’clock? I’ll . . .”

“Meet me in the lobby of my hotel,” she finished for him. “Um . . . here,” she added, pulling a flyer from the closest telephone pole and a pen from her purse and scrawling the address across the back. 

He was back at the safe house before he realized she’d handed him an advertisement for an all-male revue.

The call to Hand should have been more or less perfunctory. There hadn’t been any unexpected developments that day, there wasn’t any new information that needed to be passed to Agent Stone in Lisbon. When Hand asked if there was anything else, Phil knew she was expecting a negative.

Instead, Phil said, “Actually, there is one other thing.”

“Oh?”

“Yes. I ran into my college girlfriend this afternoon. I haven’t seen her in eight years.”

“Suspicious?” 

“I don’t believe so. She’d be a dark horse to recruit as an asset and she’s a terrible liar, or at least she was eight years ago. I think it’s just a legitimate coincidence.”

“I see,” Hand said.

“But on the off chance that she is an enemy asset, ma’am, I’d appreciate it if someone could let me know in the next three hours. I’m due to meet her for dinner at 1900.”

SHIELD didn’t find anything they had concerns about, Hand told him two hours and forty-seven minutes later, which meant that if he wanted to go chasing after some girl he knew back when, there was no official reason for him not to. She did manage to rather neatly imply that there might be some _unofficial_ ones Phil should be considering. But that was hardly the first expression of concern he’d heard about him and Valerie; his roommates made an art form out of it his junior year. 

And anyway, it was just dinner, right?

Valerie was sitting in an armchair in the lobby of the very nice hotel when he arrived. He’d expected that. Whatever else her faults (and at 21, Phil had both listed those and had them listed _at_ him more than once), they did not include a lack of punctuality. If Valerie said she’d meet you at 7:00, she’d be there and ready to go at 6:58.

She stood to greet him, leaned forward to kiss his cheek, and he caught the faintest whiff of the same perfume she’d worn in college. It wasn’t so much a surprise to find he remembered it as it was to find he’d forgotten it in the first place.

“I asked the concierge to recommend a place,” Valerie said. “He says the food’s good, and it’s only a few blocks away, and I don’t know much more about it than that. Is that okay?”

“I’m sure it’s fine,” Phil said, trying not to speculate on how expensive a restaurant the concierge at a hotel like this one would have recommended, or whether it would be a problem that he was in his shirtsleeves.

He really should have known better. They wound up at an Indian buffet that was maybe half a step up from a hole in the wall, largely free of tourists, and hosting a Wednesday night two-for-one special.

The food was, as promised, very good. 

“So,” Valerie said, waiting till the moment Phil’s mouth was full, “what have you been up to? Still in the Army?”

Phil swallowed rather hurriedly and shook his head. “No. I got out a few years ago.”

“Were you in the Gulf? I used to watch the news and wonder.”

Phil nodded, briefly, but that wasn’t exactly a period of his life he wanted to go into detail about over aloo gobhi and chana masala. 

“So what do you do now?” Valerie asked, when several seconds had passed.

“Mostly paperwork,” Phil said, truthfully enough. “Nothing that makes good dinner conversation. What about you?”

“I work for Congressman Upton. Mostly I reply to correspondence from constituents. He went to business school with my dad and was nice enough to give me something to do with no work experience and a recently collapsed marriage.”

“Can I ask what happened? Do you mind?” Phil asked.

“I don’t mind, but it kind of boils down to ‘I married someone I shouldn’t have married, and so did he, and then he meet someone he decided he’d rather be married to and left.’”

“I’m sorry,” Phil said.

“Don’t be,” Valerie said. “I’m really not. I mean, don’t get me wrong, I burned a few pictures and had a few dinners of Häagen-Dazs there at the end, but all in all, it wasn’t that traumatic, and we’re probably both happier this way.” Valerie reached forward to take another piece of naan from the basket between them, and one of her knees grazed one of his for a moment. And it might have been accidentally – hell, it had _probably_ been accidental given their minuscule table – but he wasn’t sure. 

Or maybe he just didn’t want to be sure and was therefore reading too much into a wholly innocent knee-grazing.

She didn’t seem to be in any hurry to end the meal, though. They sat talking long after they’d finished eating, until the staff began to close the place up around them.

He walked her back to her hotel and all the way to the door of her room, because it was late and that was gentlemanly, or so he rationalized.

“I had a good time,” she said.

“Me, too. I’m glad I ran into you.” 

They stood for a moment, because it was time to find the graceful ending to the evening and he didn’t know what that was, and he didn’t want to find it, anyway.

And then either he kissed her or she kissed him or maybe they just kissed each other and the distinction honestly didn’t matter all that much.

Her hair had changed and he’d forgotten her perfume, but this . . . _this_ he remembered. His hands came to rest at the small of her back, where they could pull her closer, and hers were at the back of his neck, her fingers doing that thing they always did. She tasted of curry and coconut, and that shouldn’t work for a good Virginia WASP, but damned if it didn’t.

“So this is insane,” she said, conversationally and several minutes later, her fingers still tracing patterns on the back of his neck and her mouth all but still pressed against his. “Because I haven’t seen you in eight years, and I’m pretty sure we broke up, though right now I can’t imagine why. But I’m giving serious thought to inviting you in.”

“I think you should,” Phil said, managing to match the easy conversational tone she had set.

“Why’s that?”

“Because if you don’t, we’re probably about three minutes from getting arrested for indecent exposure.”

“And that would put a damper on things,” Valerie said. “All right. Phil, would you like to come in?”

“Yes.”

“Good. Do you have to be anywhere before breakfast?” she asked.

“No.”

“Even better.”

***

January 2012  
New York City, New York

Some part of him knew that the rational, logical, possibly even best course of action was to call Valerie up and talk to her. Have the “so where do you think this thing is going?” conversation he’d been avoiding for years.

He just couldn’t see a way that ended well. Phil didn’t know Webb terribly well; they’d been two years apart at the Virginia Military Institute, and even when Phil had started dating Webb’s sister, they hadn’t exactly been chummy. But he wasn’t sure Webb would have taken it upon himself to get involved without _some_ prompting from Valerie. He couldn’t see Valerie flat-out asking Webb to have a word with him, but it seemed likely that she was saying something to her family that indicated she was less than thrilled with the present arrangement.

So if he asked Valerie if she was okay with things, and she said yes, he wasn’t sure he’d believe her. 

And if she said no, that Webb was right, and that she’d wasted fifteen years of her life waiting for him . . . well, it was cowardly, sure, but he didn’t think he could face actually hearing her say that.

So there was no upside to having that conversation. Realistically, he’d always known how this was going to end. Better to just rip off the band-aid and move on. Let her move on. 

Time to cross that particular Rubicon. And because he’d never actually managed to not cross back over to the Valerie side of the river, time to blow up the bridges. 

There was really only one thing he could see to do. He was still working out the details on that when it came barreling down the street at him. 

Phil was walking in Midtown when, from somewhere just up ahead, he heard a shout and a second later a man came running around the corner.

The mind of a well-trained SHIELD agent always worked at high speed. Phil processed the feminine shout, the running man, and the purse dangling from said man’s hand, and reacted immediately.

The mugger was on his back on the sidewalk and groaning when a pair of police officers arrived at the scene. Phil was already handing the purse back to its rightful owner. He sized her up quickly and automatically. She was probably in her mid-twenties, Vietnamese. She wore a grey peacoat and a pink knitted hat with a pompom on top. She had a very pretty smile and a nose ring. And she was carrying a cello case.

“Oh, my God, thank you so much,” she said. “My whole life is that bag. Well, except for the cello, of course, and I couldn’t chase him with the cello. Have you ever tried to run with a cello?”

Phil shook his head. “No, can’t say that I have.” He’d taken a filing cabinet through rapids on a kayak once, but that whole week was classified.

“Don’t,” she said. “But you probably shouldn’t have tackled him by yourself. He could have been dangerous. Are you okay?”

Phil smiled and assured her he was fine and was about to walk on when she stepped in front of him.

“Um, I know you’re probably busy,” she said, and Phil wasn’t sure but she seemed to be blushing slightly. Or possibly it was just the cold air. “But could I buy you a cup of coffee? As a thank you.”

Phil took in the pompom and the nose ring and was about to politely refuse. But it was cold, and really, how many women was a person who spent as much time working as he did actually going to meet, anyway? Especially before Valerie called again about coming to see him for the long weekend.

“Sure,” he said. “Thank you. I’m Phil.”

“Gail.”

“Can I carry that for you?” he asked, gesturing to the cello case.

“My life in your hands,” she said with a smile, handing it over.

She was charming, funny, and intelligent, and by the time their coffee cups were empty, it wasn’t that hard to ask. 

“Gail, would you like to have dinner with me sometime?”

***  
September 1985  
Lexington, Virginia

It was one of those days when late summer was slowly blurring into early fall, still warm, but with just the hint of a sharpness in the air, when the odd tree here and there had just begun to change color. Phil was taking a fairly circuitous path across the Virginia Military Institute on his way back to the barracks.

“Excuse me. Can you tell me where to find the canteen? I’m supposed to meet my brother for lunch.”

Later, it would occur to Phil to wonder if, at a school like Washington and Lee, where a girl could tell the blue-collar Pittsburgh kids from the Southern proto-Yuppies with a glance at their clothes, he wasn’t the guy she’d have stopped to ask for directions. But VMI wasn’t that school.

And in all fairness, Valerie wasn’t that girl.

She wasn’t beautiful, at least not in any traditional or classic sense of the word. Her mouth was a little too large, her cheekbones a little too prominent, and she was done no favors by the fashionable, fluffy style of her brunette hair. But there was something utterly captivating about her, in the self-assured way she carried herself, and in a remarkable pair of dark brown eyes. Beautiful or not, she was the most attractive girl he’d ever seen.

He told her how to find the canteen and then, before he could give himself time to think about it, Phil added, “But forget your brother. Have lunch with me, instead.” 

He didn’t expect it to work. He thought he might get a laugh out of her. At best, he’d get her phone number, though whether he’d ever have talked himself into calling someone obviously that far out of his league was another matter.

Instead, she said, “Let me ask him,” her eyes going to someone behind him. “Hello, Webb.”

Well, fuck. He had just hit on the regimental commander’s younger sister.

In front of the regimental commander. Fuck. 

“This young man—sorry, I don’t know your name,” she said, unaware or unconcerned with just how screwed she currently had the power to make him.

“Uh, Phil. Coulson.”

“Nice to meet you, Phil. I’m Valerie,” she said, before turning her attention back to her brother. “Well, Webb, Phil here thinks I should blow you off and have lunch with him, instead.”

The single highest ranking cadet on post looked from Valerie to Phil and back. “I see. And are you going to?”

Valerie swept those remarkable eyes of hers all the way down to Phil’s shoes and then back up to his face. “I’m leaning that way, yeah,” she said.

“That’s what I thought.” Webb kissed her cheek. “Rain check, then. I’ll talk to you later, Valerie. And to you, Coulson,” he added in a very different tone.

“Yes, sir.” He waited till Webb was out of earshot before turning back to Valerie. “So your brother is Webb Pendleton.”

“Well, stepbrother, if we’re being technical about it. But my dad married his mom when I was seven, so we grew up together, and we usually don’t bother with technicalities.”

“Of course. Why would you?” Phil said, as if that had been his point. But since it hadn’t, he continued, “So, your brother is the regimental commander.”

“Yeah. Is that a big deal or something?” she asked, with a smile that made it pretty clear she knew exactly how big a deal it was.

“You didn’t mention that part.”

“You didn’t ask. Do you still want to have lunch with me?”

“Yes.” Honestly, he wanted to have anything she was willing to let him have. But lunch was a start. 

He didn’t know exactly what it was starting, but it was definitely a start. 

***

January 2012  
New York City, New York

Phil had never heard of the restaurant Gail picked for their dinner date. There was nothing surprising about that. It was New York City, after all, and there were thousands of restaurants, with more opening and closing all the time. He doubted that even the food critic at the _Times_ knew them all. 

In retrospect, he should have looked up more than the address. He’d gotten complacent about restaurants. Left to his own devices, Phil tended to eat on base or from one of the handful of places around his apartment which were happy to deliver food right to his door, but Valerie almost always had some place she wanted to try when she was visiting. She dragged Phil across all five boroughs -- to tiny ethnic cafes with menus full of words he couldn’t pronounce, places with Michelin stars and months-long waitlists, underground restaurants operating in violation of who knew how many city codes and ordinances. Phil had no idea how Valerie knew about these places, but they had been, almost without exception, fantastic.

So he thought nothing of agreeing to meet Gail at a place called Serenity. 

She was waiting for him on the sidewalk in front of the restaurant -- no cello this time, but the pink pompom hat was apparently a regular accessory. She greeted him with a quick hug, which was awkward, and he wound up with fluff from the pompom up his nose.

“This is my favorite restaurant,” Gail said, as he held the door for her. “I’m so glad you wanted to come. I have to admit, I kind of had you pegged as a meat-and-potatoes guy. It’s awesome that you’re not.”

Phil froze in the doorway. He was a meat-and-potatoes guy. Valerie teased him about it sometimes, or she used to, saying that it was easy to impress a guy whose idea of the perfect meal was meatloaf and mashed potatoes and only grumbled a little that she insisted on also serving broccoli with them.

He looked at the sign on the wall behind Gail -- “Serenity Restaurant, Raw Vegan Cuisine from Responsible Sources.”

So the broccoli at least might still be on the menu, he supposed. 

There was not, in fact, a menu. Serenity went with a _table d’hote_ approach -- aside from being asked if he wanted the Hegemone dressing or Ninsur dressing for his salad, Phil was left to eat whatever rabbit food the chef had decided to serve that evening. (Did raw food have a chef? He wasn’t sure if there was another term. Gardener, maybe? Or florist? He was pretty far out of his element.) The Fufluns “pasta” dish was, apparently, thinly sliced zucchini masquerading as noodles. Clint would have laughed himself sick. By the time the Idun apple mousse showed up, Phil was ready to mug someone for a Big Mac. 

Surely it would have been easier, to say nothing of cheaper, to just stroll through Central Park and grab a couple handfuls of grass to nibble on.

He did, however, get the high points of Gail’s life story, while deftly deflecting all those perfectly reasonable questions he couldn’t answer (like, “So what do you do for a living?”). Gail was from Portland, Oregon and had gone to a conservatory in Seattle. She had moved to New York to chase the classical musician version of the American dream. So far, it had resulted in a part-time waitressing job and sporadic work in off-off Broadway productions. She shared a tiny apartment in the Bronx with three roommates and a rabbit named Ludwig. 

She was also thrilled that they’d come on zucchini-pasta night, as she’d heard fantastic things about it and hadn’t caught it on her handful of previous visits. “I don’t get to eat out all that much.”

It was painfully obviously that they had a whole lot more not-in-common than favorite meals. But that didn’t stop Phil from asking if he could see her again next week.

He walked her home, but didn’t accept the offer to come up and meet Ludwig. He told her he had to get an early start the next day, which was true as far as it went, but he wasn’t ready to go up to her apartment. Besides, he was starving. He planned to stop at the Jewish deli around the corner from his building -- they did the best pastrami sandwiches -- but a sign on the door said they were closed indefinitely due to an illness in the family.

Phil didn’t keep much food on hand at his place. He wasn’t there often enough. He’d thrown away a lot of barely used cartons of milk in the early days and then just given up. Valerie complained about how hopeless his kitchen was every time she visited -- even after she filled the cabinets with pots and pans and jars of spices. “You need _ingredients_ ,” she had said, setting bags with flour and eggs and milk on the counter and somehow then producing remarkable dinners with the same stove he could barely boil pasta on. (Proper pasta. The kind made out of flour.)

Phil’s pantry contained seventeen jars of various spices (everything but the pepper purchased by Valerie), two thirds of a box of incredibly stale Life cereal, and a jar of olives. His refrigerator offered him beer and Sriracha. Phil grabbed a can of the former and tried the freezer without much optimism that it was going to contain anything other than an empty ice cube tray.

Instead he found a carefully packed Tupperware container. The note on top of it informed him, in Valerie’s handwriting, that it was leftover meatloaf and gave him precise reheating instructions. Phil had forgotten about it. Valerie had come up in early December to go Christmas shopping. She’d made dried cherry and almond scones for breakfast, and meatloaf and mashed potatoes and broccoli for dinner. She always made more than they could eat, always left things carefully packed away in the freezer, always fretted that he ate too much takeout.

Phil started into the freezer for several minutes, then closed the door, left the beer on the counter, and headed back to his bedroom. He wasn’t hungry anymore.

***

March 1997  
Arlington, Virginia

“I thought we’d stay in,” Valerie said. “I don’t know if it’s the phase of the moon or an act of Congress or just general city madness, but it’s nuts out there tonight. I need wine.”

Phil could have told her exactly why traffic in DC was such a mess, but Valerie didn’t have the proper clearance. So he followed her into the kitchen, watching her scrutinize the bottles in the wine rack in the corner.

“Staying in sounds like it has potential,” Phil said. “So does wine. And then get somebody to deliver dinner?”

Valerie paused in her wine assessment to look at him. “What do you mean?”

“Call for delivery? Or do I need to go pick something up?” Phil looked around the kitchen, trying to guess which drawer the takeout menus were in. He picked the one near the phone. Valerie was organized like that.

“Oh, no,” Valerie said. “I thought I’d cook.”

“Cook?”

“You know, combine and heat ingredients into a meal? Cook?” Valerie said.

“You don’t have to go to any trouble,” Phil said. “I don’t want you to go to any trouble on my account.”

“It’s no trouble. I like to cook.” She frowned at the wine rack. “I must have left the Malbec in the basement,” she said. “If you check that drawer by the phone, you should find the corkscrew. I’ll be right back.”

Phil found the corkscrew. The drawer was completely free of takeout menus, but did contain what appeared to be a torture device (and which he would later learn was a pineapple corer). He looked around the kitchen again. 

Even Phil, whose knowledge of current domestic trends was more or less summed up _lacking_ , could tell that Valerie’s kitchen might have fallen straight out of the current issue of _Architectural Digest_. The appliances and cabinets were bright and clean, copper pans hung from a pot rack above an island, and the room probably had more square footage than his first New York apartment. But Phil had just sort of assumed that a large, remodeled, expensive kitchen had come with Valerie’s large, remodeled, expensive house.

It never occurred to him that she would actually use it to do more than store wine and make coffee.

Granted, Phil’s experience with Valerie’s cooking was pretty limited. They had, after all, dated in college. She had lived in a dorm, and when she had bothered to serve anything, it had tended towards Oreos and Pepsi and the occasional almost drinkable cup of instant coffee prepared on a hot plate. She’d cooked him an actual meal exactly once, and the food had been . . . well, the food had only sort of been the point, but it had also been borderline inedible.

“Found it,” Valerie said, reappearing from the basement with a slightly dusty bottle of wine in hand and wearing an apron that was almost ridiculously Donna Reed. Phil fought a sudden suspicion that he should check the corners of the room for hidden cameras. Surely this was some kind of joke. “If you’ll open the wine, I’ll get started on dinner.”

The wine, at least, was excellent. Good wine could do a lot to cover for bad food. Hell, if there was enough of it, bad wine could do a lot to cover for bad food. And Phil had eaten some pretty terrible food over the years, in far-flung corners of the globe and badly equipped safe houses. He could handle one mediocre meal with an old college girlfriend, especially if they were also staying in for dessert.

Besides, maybe he could distract her long enough to slip some of it to Chester, Valerie’s springer spaniel. It probably wouldn’t hurt him, would it? 

It started smelled good, though, as she flitted around the kitchen, lifting lids on pots, checking things in the oven, and turning down his offers of assistance. It looked good, too, when she presented him with a plate of meatloaf and mashed potatoes and broccoli. Valerie sat down opposite him and ignored her own dinner in favor of watching him try his.

“It’s really good,” Phil said, unable to entirely keep the surprise out of his voice. It was, in fact, better than really good.

“You look shocked,” Valerie said, picking up her fork.

“No. No, not at all,” Phil said. “I was just thinking . . .”

“You were thinking about that breakfast in Pittsburgh,” Valerie said. 

“That breakfast was . . .”

“Terrible?” Valerie suggested.

“One of the nicest things anyone ever did for me, Val.”

She smiled. “But also terrible.”

“Yes, also terrible.”

“Well, I’ve had a few lessons since then. Dozens of them, actually.”

“Cooking lessons?” Phil said.

“Yeah. I had a husband who had a career that took up a lot of his time and his secretary took up most of what was left of it. I was bored, and cooking classes seemed useful. I thought I’d be hosting dinner parties to advance his career. So I learned to cook.”

“His loss,” Phil said, looking over to see if there were any potatoes left in the kitchen.

“And your gain?”

“Definitely.”

***

January 2012  
SHIELD Base, New York

“Actually, I’m seeing someone,” Phil said, when Valerie called again to ask about coming to New York for the long weekend. 

It was, technically, the way their interactions were supposed to go. They had settled, back in the early days, into a sort of semi-spoken agreement not to question or interfere in the other’s more local social interactions. If they were both free, then they’d meet up. If one of them was dating someone else, though, no pressure and no problem. Technically, they weren’t dating each other and they were both perfectly free to see other people. 

Of course, neither of then had actually used that excuse in over a decade, since before Clint had blown out his eardrums. In the messy fallout from that, Valerie had gone from being an old flame he hooked up with occasionally to being a very significant other, though Phil had carefully avoided ever using a term like that.

“You’re . . . you’re seeing someone?” Valerie repeated.

“Yeah. I’m seeing someone.”

“Since New Year’s?”

“Yes. Um, her name is Gail. She’s a cellist.”

“Oh,” said Valerie. There was a beat and then she added, “A cellist?”

“Yeah,” he said, and he knew her well enough to know that she was resisting pointing out that he hated classical music.

“You’re seeing a cellist. Who you’ve met since New Year’s,” Valerie said, her tone very flat.

“Ah, yeah. So, I’m sorry, but I can’t --”

“Right, of course,” she said, though she didn’t sound like she thought this was either right or a matter of course. “Well, um, I’m sorry to have bothered you, then,” she said, and hung up the phone without saying good-bye.

Phil sat holding his phone for a long time, staring at the wall and hating himself. And then he called Gail, who told him she would be delighted to meet him for coffee on Saturday.

He decided almost immediately not to poke too hard at his situation -- _relationship_ \-- with Gail. He was pretty sure it wasn’t going to hold up under anything that even remotely resembled real scrutiny. After all, he wasn’t dating Gail to date Gail, he was dating Gail to have an excuse to not see Valerie.

He had no idea why Gail was dating him. He couldn’t imagine he was much of a catch. She laughed at his jokes (and sometimes at things he didn’t mean to be jokes), but he didn’t think he was all that entertaining. He couldn’t talk about his job and didn’t care that much about hers. They had almost no shared interests or tastes or frames of reference. And hell, he was old enough to be her . . . youngish uncle. There was a more conventional way to finish that thought, but it made him feel old and like the sort of person who ought to be on a watch list somewhere, so he stuck with _youngish uncle._

***

October 1997  
Arlington, Virginia

“I like this,” Phil said, lying on his back and idly playing with a strand of Valerie’s hair. She had her chin propped on one hand, so that she was looking just slightly down at him and her hair fell around her to rest on his shoulder.

“What? My hair?”

“No. Though, yes, it’s very nice hair. But I meant _this_. Being with you. It’s . . . easy.”

“Now, that’s exactly what every woman wants to be told by the man in her bed,” Valerie said. “That he thinks she’s ‘easy.’”

“That’s not what I said. I didn’t say _you_ were easy, I said _this_ was. It’s . . . comfortable and familiar and easy.”

“Hmmmm. I’m not sure that’s an improvement. Now I sound less like a slut and more like an old shoe.”

“Well,” Phil said slowly, “you kind of are. A very sexy, very attractive, very appealing old shoe. We both are. You and me . . . we know how to wear each other, Val.”

“Just how strong was that drink I mixed you?”

“You know what I mean. We know each other in a lot of ways. It means I don’t have to lie here thinking, _Should I go?_ Can _I go? Does she_ want _me to go? If I don’t stay for breakfast, is she going to be insulted? Or is she waiting for me to leave so she can fall asleep without worrying that I’m going to ransack her medicine cabinet or catch her snoring?_ ”

“I don’t snore,” Valerie said.

“Yeah, you do. It’s a very ladylike and delicate snore, but it’s definitely a snore. You always have. And that’s kind of my point. You and I have an _always have_.” He dropped her hair and reached for her free hand. “As in, _you always have liked it when I kiss the inside of your wrist and then work my way up to your elbow_.” A moment later, he added, “And as in _you always have sighed like that when I do._ And _you always have enjoyed having attention paid to your collarbone and you always have had very ticklish ribs_.”

“Don’t you dare,” she said. She caught his wrist before his hand could reach her side, and Phil let her, even though it wouldn’t have been at all difficult to get under her guard. She held his gaze for a moment before she let him go again. And then, before he could return to his previous course of action, Valerie threw one leg across his waist, and shifted so that her chin was resting on his breastbone.

Well, that was one way to distract him. One very, very effective way.

“You know,” she said, “you’ve got to be the only man on Earth who can tell a woman she’s an old shoe and turn her on.”

Phil settled his hands on her shoulders and then rolled them both back toward her side of the bed, landing on top of her but with most of his weight on his elbows. “You think you’re turned on now? Wait till I slip you back on my . . . foot.”

Valerie laughed, reaching up to pull him close enough to kiss. “So slip me already.”

* * * 

February 2012  
New York City, New York

The first person he told about Gail, other than Valerie, was Pepper Potts. He hadn’t planned that, it just sort of happened. 

Phil liked Pepper. She was practical and responsible and smart, and sometimes she reminded him of Valer--well, those were always qualities he had admired. They’d been keeping in touch ever since the day Tony Stark had let the Iron-Man cat out of SHIELD’s carefully scripted bag. She’d call, he’d send an e-mail, and they’d occasionally meet when they were in the same city. They’d order coffee or wine, depending on the time of day, and talk. Most often, Pepper talked and Phil listened. There probably weren’t a lot of people she could safely vent to about Stark to, and Phil was happy to be one of them. After all, it was a way to get some inside insight into Tony Stark that did not involve directly dealing with Tony Stark, something that made Phil’s left eye twitch, as often as not.

Pepper had given him an obligatory hard time over River’s infiltration of her staff, but given that that infiltration had saved Stark’s life, Phil didn’t get the feeling Pepper’s heart was in the scolding. They were long past it by the time he dropped by her office in the under-construction Stark Tower for coffee and to catch up.

He said it to fill a silence, one that didn’t really need to be filled. Pepper was talking about problems with a symphony benefit concert, and paused to sip her coffee. Phil, in the absence of anything coherent to say about difficult florists or a program of Mahler, jumped in with, “I’m dating a cellist.”

Apparently, this was not the sort of statement one made to Pepper Potts and then watched the conversation slide back to flower troubles. No, Pepper wanted details. It was almost embarrassing how many of his answers Phil had to qualify with “I think” or “maybe” or just flat out admit “I don’t know.” He got the feeling Pepper thought he was hopeless, and as a woman involved with Tony Stark, she probably had a pretty high _hopeless_ threshold. 

She laughed at the story of how they met, and said something about girls who fall for hero types. Phil refrained from pointing out that people probably shouldn’t throw stones at the glass houses they were shacked up in.

“I think it’s wonderful. It’ll be good for you,” Pepper said, when they both had to get to their next meetings. “Come to the concert. Bring her along.”

“Oh, I . . .”

“I’ll send tickets. See you there. Can’t wait to meet her. You can show yourself out, right? I’m already late to meet with Andre.” 

Phil swallowed the dregs of his coffee and resolved to become conversant in New York City florists.

***

December 1985  
Pittsburgh, Pennsylvania

“You really don’t have to do that,” his mother said, as Phil started pulling the trash can and cleaning supplies and some unidentifiable kitcheny odds and ends out from underneath the sink. “I can call the plumber after Christmas.”

“It’s a drip, Ma. Won’t take but a minute.”

“It’s your vacation, Phil. I don’t want you to spend all of it working around the house.”

“I live here, too. I can help. I want to.” He’d already hauled the Christmas tree home from the lot and the decorations up from the basement, changed three overhead lightbulbs, and hung his mother’s new curtains in the kitchen. Phil had figured those sorts of things would be waiting for him. He’d taken care of them ever since his father had died six years earlier. 

Phil pulled his head out from under the sink and looked up his mother. “See? All fixed.” 

“Good job,” Emily Coulson said, and then stopped him as he started to put everything back under the sink. “Here, I’ll do that.” She held out a large red envelope. “You have mail.”

Phil was about to tell her that it would keep when he noticed the handwriting and the return address. “Thanks,” he said, taking the envelope and carrying it into the living room.

He sat down on the couch, next to the tree that he still hadn’t managed to get to stand up straight, and very carefully opened the Christmas card from his girlfriend. There was a picture on front, Valerie and her family, smiling brightly, posed in front of a massive, garland-hung fireplace. Valerie and her stepmother wore red dresses and what Phil was quite certain were real pearls, her father and stepbrothers were in dark suits and red ties. It looked nothing like the photos Phil had of his family at Christmas, taken in front of lopsided Christmas trees, with everyone in pajamas or appliqued sweaters. 

The printed message inside the card offered him a Merry Christmas and all best wishes for 1986. Below it, in seasonally appropriate green ink, Valerie had written, _Behold the Christmas rituals of the WASPs. I hope you’re having a wonderful winter break. Merry Christmas to you, your mother, and all your family. See you in January! (Miss you!)_ She had signed it _xo Valerie._

“Is that your girlfriend?” his mother asked, pointing at the front of the card as she sat down next to him.

“Yeah. Valerie.” He handed the card to her, as there was nothing deeply personal (or R-rated) in the message. “And her dad and stepmother and stepbrothers.”

“She’s pretty,” Emily Coulson said, studying the photo for a long moment before handing it back to him.

“Yeah, she is. Maybe you can meet her this spring. If you can come down at the end of the year, I mean. I think you’ll like her.”

“Maybe. You talk about her a lot.”

“I do?” Phil said. He hadn’t really meant to. But now that he thought about it, yeah, that was probably a fair assessment. She just kind of worked her way into his conversations.

His mother paused, like she was debating whether or not to say something, then said, “I just want you to be careful.”

“Careful?” he said, hoping that his mother was not about to launch into some version of the sex talk here in front of the Christmas tree.

“Girls like her don’t settle down with boys like you,” his mother said, tapping the front of the card.

Oh, _that_ kind of careful. “She’s not like that, Ma. She doesn’t care about that stuff,” Phil said.

“Maybe not intentionally. But in the end, like goes with like. And a rich southern girl is going to marry a rich southern boy.”

“Marry? We’ve only been dating a few months. I’m not planning to propose.”

His mother reached out and put her hand on his shoulder. “I just don’t want you to get hurt.”

“I won’t. Don’t worry about me. It’s fine. I’m fine. There’s nothing to worry about with Valerie.”

“If you say so,” Emily said, though Phil didn’t get the feeling she was convinced. “Just be careful. I’m going to go fix dinner.”

“Why don’t you let me? You look beat, Ma,” Phil said. There were lines on her face that he could see up close and that he didn’t remember from the summer. 

“I’m all right,” she said. “There’s always a lot to do at the holidays. Busy times.”

“Yeah, so, take this evening off. Watch whatever Christmas movie’s on TV. I’ll fix dinner.”

He wasn’t much of a cook, but he could handle heating soup and making sandwiches.

“You do too much.”

“Pots and kettles, Ma,” Phil said, turning the TV on and finding _Miracle on 34th Street_ before he headed to the kitchen.

***

February 2012  
SHIELD Base, New York

Having told Pepper about Gail, Phil decided he now had no choice but to tell River. Clint was off in New Mexico, which made dropping by for a chat difficult, and Phil didn’t want to make this too big a deal by going out of his way to tell anyone. (Besides, if he told River, she’d tell Clint.) But there was really no getting out of telling River. 

Still, it was nothing that couldn’t wait until morning. Or tomorrow afternoon. Or the day after the sixteenth of Holy God, What Have I Gotten Myself Into?

“Well, I don’t know about you, but I’m not sure I can take the dining hall tonight,” River said, appearing in his office door. She settled herself in the chair opposite him. “I want to get off base for a while,” she said. “Do you want to go to Stella’s for pizza? My treat.”

“Sorry, I can’t.” Phil cleared his throat slightly, keeping his eyes on the file in front of him. “I have a date tonight.”

River said nothing, but very loudly. Phil kept scanning his report until he couldn’t take it anymore. “What?” he asked. The note of defensiveness Phil could hear in his own voice did nothing to help his irritation. 

River exchanged the look of mild shock for an annoyingly dry deadpan.

“Who are you and what have you done with Phillip Coulson? And remember, we have ways of making you talk.”

“Cute,” Phil said. “Clichéd, but cute. I have a date. Her name is Gail. She’s a cellist. Let’s not make a federal case out of it, okay?”

“ _I’m_ not making anything out of it, Phil,” River said. “I think it’s great that you’re going out. I’m just surprised, that’s all.”

Phil didn’t bother to ask why she was surprised. He knew why, and claiming ignorance would just be disingenuous. The sentence _I have a date tonight_ had never come out of his mouth in all the time he and River had known each other.

“Well, it’s a new year,” Phil said.

“Fair point, I guess. So, what’s she like?”

“She’s nice,” Phil said. “Smart. Plays the cello.”

“You mentioned,” River said.

“Yeah, guess I did. Anyway, she’s . . . I’m getting to know her. It’s nice.”

“That’s good,” River said. “Well, I guess I’ll just have to talk to you here, rather than at Stella’s. I need to ask you something.”

“What’s up, kid? I can cancel if I need to.”

“Oh, no,” River said. “It’s nothing you need to cancel a date over. I just wanted to ask a favor, with this thing in Russia that’s coming up.” 

“You worried about it?” 

Phil had to admit that he was less than thrilled about sending River off for a minimum of eight weeks with almost no backup and without her team. But Clint was busy keeping an eye on Fury’s pet research project, and Phil hadn’t been asked to go along as her SO. The mission was being run through the London office, and while they’d specifically requested River for it, apparently they didn’t think they needed him running interference. 

River shook her head. “No, not really. But I can’t exactly wear this, can I?” she said, twisting her engagement ring a little. “It doesn’t suit the cover, and I don’t want anything to happen to it, and I don’t want to just lock up in my quarters, and I don’t want to give it back to Clint, because that has some weird connotations to it, so . . . can I leave it with you?”

“Of course, kid,” Phil said. “I’ll make sure nothing happens to it.”

“Okay, good. I wanted to get that sorted out before Clint gets here tomorrow.”

“Tell him I said hello,” Phil said. 

“You’re not going to tell him yourself?”

“You’re leaving for Russia in five days, he’s been in New Mexico for three weeks, I was assuming you were keeping to yourselves while he’s here.”

River grinned. “Well, you’re probably right about that. And if you’re going to make it into the city for a date, you should get going.”

“Yeah. Yeah, I was just finishing up here,” Phil said. 

“Go. Have a nice time,” River said. “And Phil? Don’t do anything I wouldn’t do.”

Phil rolled his eyes and shook his head, treating it as the joke she clearly intended, but it was going to hard to follow her advice. River had way too much self-respect to do any of what he was currently doing.

2000-2002  
Arlington, Virginia

Occasionally Phil found himself thinking that maybe, when it had been four and five and six years, it was time to name whatever this was between him and Valerie, define it, and possibly even discuss making it fixed and something more like permanent.

After all, they weren’t really following an old-friends-with-benefits pattern any more, even if they had started out with one. Valerie had dated someone for about six months, two years after the Miami reunion, but it hadn’t lasted, and neither of them had properly tried dating anyone else since. Maybe . . . maybe it was time to admit that that’s what they were doing with each other.

There were winter nights when she fell asleep with her head on his shoulder, while he sat awake on his couch till dawn because something he’d done wouldn’t let go of his mind. He’d watch Sports Center or the Food Network with the captions on and the volume off so the sound wouldn’t disturb her. And she’d curl soft and warm against his side, the solid weight of her an anchor to the world outside SHIELD.

There were summer mornings when he’d wake in her bed to find she’d already been downstairs for coffee and the _Washington Post_. The inevitable fight over the op-ed page would devolve into sex, lazy and slow and sharpened by the bitter taste of black coffee on her tongue and the salt tang of sweat on her neck. He’d end up with newsprint stains on his legs, not giving a damn about opinions and editorials.

He’d look at her at times like those and think, _I could let myself get used to this_.

But he couldn’t, not really. For one, it was presumptuous to assume she might want him to. And for another, he wasn’t naïve enough to believe that something he could get used to would look like this. These were dating manners on vacation days and restful weekends, time away from day-to-day. They didn’t have to deal with grocery shopping, housecleaning, whose turn it was to pick up the dry-cleaning, who forgot to pay the cable bill. 

Except, of course, that it wouldn’t look like that, either. Because Phil’s day-to-day life wasn’t all that day-to-day, and how did you ask anyone to put up with that on a routine basis? With a man who left for weeks and months at a time, couldn’t tell her where he was going or what he’d be doing there or when he’d be back. Couldn’t call to check in. Was putting himself in harm’s way every time he went to work. How did you ask anyone to live like that?

He knew there were agents who tried, and even a few who succeeded, but he didn’t think he’d be one of them.

Besides, he and Valerie didn’t have the greatest track record when things got demanding. Looking back, he could see that he’d spent the second half of his sophomore year, after his mother had died, testing how far he could push his girlfriend before she snapped. As an encore, they’d spent the entirety of his junior year in a constant cycle of fight, break up, get back together, then do it all again, only bigger and louder this time, and then calmer and colder the next. They’d managed an even keel for his last semester in college, but even then, Valerie had broken up with him after his graduation. “We both know I’d make a terrible military girlfriend,” she had said, and he hadn’t been able to argue with her. 

If she didn’t think she could handle the military, SHIELD was out, Phil thought, shoving aside the thought that she was hardly the girl she’d been in 1988, and he was already asking her to handle his SHIELD career.

But that was the point. He was already asking more of her than he should; somehow, he always did. Maybe the proper, right, noble thing to do was to get out of her life entirely, let her go find someone who did have a day-to-day life she could share, but he wasn’t going to do that unless she told him to. It was selfish, perhaps, but he’d take what he could get.

And then she’d smile at him, or open those amazing eyes of hers and look at him, and ask, “What are you thinking about?”

“You.” It was the most honest answer he could give her.

“Oh? Anything good?”

He’d kiss her, because that, too, was an honest answer. And he’d hope that she didn’t notice he didn’t answer her beyond that.

***

March 2012  
New York City, New York

Phil didn’t see Gail for a couple of weeks. They exchanged emails and texts and a phone call or two, and she pointed out again that it would be easier to keep in touch if he would get on some form of social media, but their schedules wouldn’t lined up to allow for an actual meeting. She’d been picking up extra daytime shifts at the restaurant and spending her evening playing at an Off-Off-Broadway show. Phil actually left the country for a while, having put his foot down and insisting that he at least be sent as far as Vilnius, for River’s final briefings before she disappeared into Russia for two months. 

He came back to New York with his misgivings only mostly laid to rest, which he told himself was probably at least in part his own vanity coming into play. River could take care of herself, and he shouldn’t keep judging SHIELD’s British operations on that one time one of their agents had tried to kill him. After all, lots of people had tried to kill him, though most of them were not affiliated with organizations he was expected to keep working with.

So he’d wished River good luck and carefully packed her engagement ring away in the box that held his college ring and his parents’ wedding rings. He checked in with Fury and Hill, called Clint to see how things were going out west, and worked through a backlog of the paperwork he’d been putting off. Finally, having run out of other things to do, he called his girlfriend, who invited him to come see the show she was playing for. 

Phil stood in front of the theatre, to use the term very generously, and tried to shake the feeling that something bad was about to happen. The theatre was, officially, Off-Off-Broadway. Valerie had once described a similar theatre as _so far off Broadway it was practically in Buffalo._

If he left now, he could be in Buffalo in just over six hours.

He could be at Valerie’s in under five.

Phil dragged his brain back to the place, and the girl, in front of him, as they opened the doors and let all twenty-seven of the audience members in.

He’d sat through any number of productions he hadn’t cared for with Valerie -- _for_ Valerie. She liked the opera, and the ballet, and symphony orchestras, with a genuine appreciation for the music and the performances in front her. Phil wasn’t wholly uncultured, and he liked _The 1812 Overture_ on the Fourth of July as much as the next guy, or the odd revival of a 1940s musical now and again. But Wagner? No, thank you.

Still, even if they weren’t his cup of tea, Phil was pretty sure most of what Valerie dragged him to when she was in New York were high-quality productions of high-quality material.

This . . . 

This was . . . 

“So what did you think?” Gail asked, bounding up the sidewalk three interminable hours later, in that pink hat with the pompom, holding her cello case.

Phil thought that forcing suspects in SHIELD custody to watch that show would violate every single article of the Geneva Conventions.

“I thought the music was the best part,” Phil said truthfully.

Gail kissed him. “It’s horrible, but you’re sweet. I don’t think we’ll last another week, the way the audience isn’t turning up. I’ll have to find another job.”

“You will,” Phil said, reaching to take the cello case. “You’re talented.”

“New York is full of talented musicians,” Gail said. She scowled at the ground for a second, then brightened. “Come on. You can buy me a drink. We both need one, I think.”

The bartender carded Gail. He didn’t bother to card Phil.

Phil went back to her place with her, an hour and two drinks later. 

Her roommates were alternately out or ignored them.

Ludwig, the rabbit, growled at him.

He called her “Val,” only once, catching himself in time to turn it into something like “Vail.” Gail didn’t seem to notice.

***

January - February 1986  
Lexington, Virginia

Phil’s uncle called the school a week after the Spring Semester started, and once someone had tracked Phil down, they had a largely one-sided conversation about Phil’s mother. It was full of words like _aggressive_ and _malignant_ and _chemotherapy_. Phil stared at the numbers on that phone, and nodded though his uncle couldn’t see him, and tried to make the whole situation feel like something that was actually happening.

Even when he managed that, he didn’t really believe anything would happen, certainly not any time soon. He thought it was something that would consume his summer, but not the rest of his sophomore year. His mother, whenever he talked to her that month, sounded better than he had heard her sound for a while. She rejected out-of-hand his offer to come home, saying she was doing well enough, and it was more important for him to stay in college.

He probably shouldn’t have accepted that so easily, but it was what he wanted to hear, and wanted to believe, and so he did. He accepted it right up until 9:30 pm on the Thursday after Valentine’s Day, when his uncle called to say that he needed to come home _now_.

Phil stood holding the phone for a long moment after his uncle had hung up, and then he called Valerie. He called her late, and he apologized for that. He cancelled their plans for Friday night, and he apologized for that. He realized that he was repeating himself a lot, and he apologized for that. 

“Phil, stop apologizing,” she said, and he just barely kept himself from saying _sorry_. “How are you getting home?”

“Bus, I guess,” Phil said, because he hadn’t thought about it, but he wasn’t sure what else he’d do. He wasn’t sure when the next bus was leaving or exactly what he needed to do to catch it, but he supposed he’d figure it out. “The station’s in Roanoke, but . . .”

“I’ll take you,” Valerie said. “I’ll be out in front of the barracks in fifteen minutes. We’ll leave when you’re ready to go.”

She was there, sitting on the fender of her Beetle, not quite an hour later, when he finished notifying people and making arrangements and throwing things in his duffel bag. Her lips were cold when she kissed his cheek, and he wondered how long she’d been waiting for him. She took his bag and handed him a thermos, then all but shepherded him into the car. They’d been headed north for more than half an hour before he realized this was not the way to Roanoke. “Valerie? Where are we going?”

“Pittsburgh,” she said.

“What? No, I . . . I just thought you meant you’d drive me to the bus station.”

Valerie shook her head. “I can’t put you on a bus right now, not like this. Besides, it’ll take way too long.”

“I . . . thank you.”

“You’re welcome.”

Phil would never find a word for that trip except _surreal_. It was five and a half hours through the dark cold night, traveling at speeds Phil hadn’t really known a VW Beetle could hit. Valerie got pulled over in both Virginia and Pennsylvania, though she got off with a warning the first time. They stopped once, at a twenty-four-hour truck stop north of Winchester for coffee and food and gas. The part of Phil that didn’t want to think about why they were driving though the night (which was, after all, most of him) boggled at the incongruity of it: Valerie, in her long wool coat and add-a-bead necklace, charming her way to the front of the short line of guys in trucker caps and leather jackets. Phil called his uncle from a payphone, and they got back on the road.

They didn’t talk much, though the radio played. Phil fiddled with the dial as stations faded in and out, all of them, it seemed, playing Mr. Mister’s “Kyrie,” a song he hadn’t had strong feeling about before but never liked again. Sometimes Valerie sang along. Mostly she didn’t.

She dropped him off at the hospital entrance. “Just go. I’ll find you later,” she says.

In the end – well, after the end, he supposed – he was the one who found her, asleep under her coat in the waiting room, at 10:00 in the morning. 

“Is she -- ?” Valerie asked, breaking off when Phil shook his head. “I’m so sorry.”

Phil sat down next to her. “There’re people and there’s stuff and there’re all these things that . . .”

“What do you want me to do?”

He almost told her she could go. She had already done more than he had any right to expect or ask. 

Instead he said, “Stay. Stay with me. Please.”

“Of course.”

It might have raised a few eyebrows that evening when Phil insisted that he was staying in his parents’ house, thank you, and moreover that Valerie was staying with him, but no one really pushed back on that. It had been a very long, very difficult day, and he just wanted to go home while there was still the remotest chance it was still going to feel like home.

The bed in his room wasn’t really designed for two people, and the arm he wrapped around Valerie was probably tighter than was entirely comfortable for her, but she fell asleep almost immediately anyway. 

Phil lay awake for what felt like hours, listening to Valerie snore. He’d never slept with her before, not in the strictly literal sense of the term. His polished, proper, ladylike girlfriend _snored_ (in what was, he had to admit, a pretty proper and ladylike fashion). There was something oddly comforting about that.

He hadn’t really expected to sleep much that night, if at all, but he must have drifted off at some point, because he woke up to sunshine through the windows and the smell and sounds of someone cooking breakfast. For one very brief moment, it could have been any other morning he’d ever woken up in that house.

And then it wasn’t.

He found Valerie in the kitchen, in plaid pajama bottoms and an oversized sweatshirt for the St. Christopher’s School track team, which he assumed she’d stolen from one of her brothers.

“I made breakfast,” she said, somewhat unnecessarily. 

“It looks great.”

“I don’t have a lot of experience with cooking,” she added.

“No, it’s great.”

It was, in all likelihood, the worst breakfast cooked in Pittsburgh that day. She had managed to produce bacon that was simultaneously raw and burned, eggs that were bizarrely rubbery, and toast that was more akin to charcoal than bread. But the coffee was excellent, and since he wouldn’t have tasted anything properly that morning anyway, what mattered was that she made the effort.

And cooking aside, she was remarkably good at the next few days. She turned up when he needed her to, faded into the background when it was appropriate, and more or less perfectly walked the precarious line that was mattering a great deal to him and being completely unknown to everyone else. 

“I like your girlfriend,” his thirteen-year-old cousin Becca told him Sunday night, at dinner after the wake. 

Phil looked across the room to where Valerie was talking to his uncle. “Do you?”

Becca nodded. “Yeah. She’s really cool.”

“Yeah, she is. I like her, too. I love her.”

But whatever idiot said that love conquered all hadn’t ever had much to overcome.

***  
March 2012  
SHIELD base, New York

There were perks that went with reaching certain levels in SHIELD. Some of them were formal, spelled out by HR policies and restrictions on who could know what. Then there were the cultural ones, things that were policy _per se_ but that happened as a mark of respect for agents of seniority. People offering to let you get ahead of them in line for coffee, or getting out of the way in the halls. People knocking on your door before they entered your office and -- 

Agent Melinda May walked into his office, sat down, and without preamble said, “So the scuttlebutt is that you’re dating a cellist.”

Of course, those non-policy policies were always prone to the occasional breaking. Especially when the breaker had been there since your trainee class and couldn’t be said to be even a little in awe of you.

“Hello, Melinda.”

“Hello, Phil,” she replied, then repeated in exactly the same tone, “So the scuttlebutt is that you’re dating a cellist.”

“Scuttlebutt? There’s _scuttlebutt_? What is this, a ship? Anyway, you work out of the LA office. Why do you have access to New York scuttlebutt?”

Melinda shrugged. “River mentioned it.”

“When did you talk to River? She’s in Russia.”

“She called before she left. We were going to go out for drinks while I’m in New York.”

“Oh,” Phil said. “Well, yes, all right, I’m dating a cellist. Gail.”

“Right. Gail Nguyen. She’s a little young for you, isn’t she, Phil?”

Phil blinked. “How do you -- ?”

Melinda shrugged. “It wasn’t hard. There aren’t that many cellists named Gail in New York. Only one who changed her relationship status on Facebook in January, and has lamented twice that ‘the new bf’ is ‘a little older’ and ‘doesn’t get social media.’ For what it’s worth, you should tell her not to use her rabbit’s name as her password.”

“I get social media,” Phil said. “I just don’t use it because we’re SHIELD agents.”

“So what happened to Valerie?” Melinda asked. 

“What do you mean?”

“The woman in Arlington you’ve been seeing for fifteen years? What happened to her?”

“Nothing. Just . . . it was time to move on,” Phil said.

Melinda stared at him and Phil was reminded why she was so effective in interrogation rooms. “Is this a midlife crisis? Hill and I are frankly worried.”

“What? When did you talk to Hill about this? Why does she even-- ?”

“Someone had to run a background check on the cellist, Phil. It went to Hill. Be grateful it wasn’t Victoria Hand.”

“Oh, God,” Phil said. This conversation was exactly why he’d avoided talking to any of his coworkers about Valerie in any detail for more than a decade. What on Earth had he been thinking?

“Because first you got that Corvette, and named it Lulu -- ”

“Lola.”

“ -- and now you’re dating someone who would have been a felony not that many years ago, and -- ”

“Please stop,” Phil said. “I am not having a midlife crisis. I am not having any kind of crisis. I am completely crisis free.” 

“Hmm,” Melinda said. 

“You know, you were never this prone to psychoanalysis before you met Andrew,” Phil said, then instantly regretted it. 

“No, I guess I wasn’t,” Melinda said in the dangerously even tone she used on the rare occasions she talked about her ex-husband.

“I’m sorry, that was a low blow,” Phil said. 

“Yes, it was,” Melinda agreed. “Though maybe not entirely unprovoked.”

“No excuse,” Phil said. “That said, I’m not having a midlife crisis, Melinda. I’m not compromised. I’m not crazy. I’m just . . . trying for a little bit of a life outside of SHIELD.”

“I always thought that was what Valerie was. Your little bit of life outside of SHIELD.”

“Fifteen years. Ran its course. You know how it is.”

“Yeah, I do,” Melinda said. She stood. “I’m going to be late for a meeting with Hill. It’s not about you. Well, not entirely. I’m here through Tuesday, though. We should have dinner at some point. If you don’t have plans with Gail.”

“So you can interrogate me further?” Phil asked.

“If necessary.”

“I’m sure I can pencil you in somewhere.”

***  
Spring - Summer 1986  
Lexington, Virginia 

Phil knew, the spring after his mother died, that there were times he was being irrational, unreasonable, or just plain unpleasant. But he also knew that everyone around him was going to cut him a lot of slack, including Valerie.

Especially Valerie.

And most of the time – well, much of the time – she didn't need to. He was generally glad to see her, and if it wasn't just like it was in the fall, it was as close as it was going to get. But there were days when everything irritated and chaffed, like the sound of her voice or the smell of her perfume or the way she stayed calm and composed regardless of what he said or did.

There were times he found himself wondering if he could push her far enough to make her snap, to tell him he was out of line and she wasn't going to put up with it. Once or twice he managed to make her end a date early, drop him off in front of the barracks and say good night without getting out of her car. But that was it.

And on top of everything else, there was a looming deadline in the form of the end of the school year, when he was headed back to Pittsburgh to work and try to settle his mother's estate, and she was going on vacation for a month with her family. 

"I don't have to go, you know," she said one evening in the back of her car, curled up against him with her head on his chest. "To France. I could stay home. They'd understand. Then I'd only be a phone call away. Or I could come up and visit for a few days."

"No, you should go," Phil said. "Your stepmother's been planning it forever, right? And I'm going to be really busy. You should go. Send me a postcard or something."

"Of course. And I'll be home by the end of June. Maybe I could come see you when I get back."

"Maybe," Phil said. And then he kissed her, so that she couldn't keep talking and so that he didn't have to.

She didn't send him a postcard, she sent dozens. She sent letters, too, pages and pages on thin blue paper in air mail envelopes with red and blue borders that stood out in among the ads and bills and catalogs in his aunt's mailbox, literally foreign. 

It was an odd, unsettling June. He'd spend the days working in a factory, the evenings trying to dismantle his childhood home, and then arrive exhausted at his aunt and uncle's place, where he was welcome but definitely a guest. And at the end of the day, there'd be postcards of Versailles and the Riviera, and letters full of details about things he'd never heard of and couldn't pronounce.

It really wasn't hard to start to resent her when she wasn't around. Her existence was limited to the words she sent though the mail, a one-sided conversation he didn't have a voice in. And it was an existence that jarred up against his; even if his parents had still been alive, they'd never have taken a month-long family vacation to Europe.

Even when she was back in the States, their conversations stayed pretty one-sided. There wasn't a whole lot to say about his days, or at least there wasn't a whole lot he was willing to say over the phone to his girlfriend. She tried suggesting coming up to visit again, but he made excuses about schedules and his aunt's not really having room for her and so on, and brushed aside any solutions Valerie offered.

He didn't want her to see him like this. 

It took almost six months, but he finally managed to push her far enough to snap.

He had been avoiding her calls for almost a week, because he just couldn't find the energy or enthusiasm to interact with anyone. He felt better that Saturday, and when his aunt told him Valerie was on the phone, he took the call in the room that wasn't really his.

"I don't think I can do this anymore," she said, without preamble. "I'm sorry. But you won't let me anywhere near you, and I don't just mean physically. I can't be in a relationship with someone who's not in a relationship with me, and you're not giving me anything to work with. I'm sorry. I love you. But I can't do this anymore. Good-bye, Phil."

She hung up before he could say anything, not that he had any idea what to say. 

It should have been hard to blame her, because everything she'd said was true, but God was it easy.

***

March 2012  
SHIELD base, New York

Phil had been putting off calling Gail for a couple of days. He didn’t have a good excuse; with Clint and River both out of town, things were pretty quiet. Six months ago, it was the sort of week he’d have taken off and gone to spend with Valerie. Gail’s play had closed and she hadn’t found a new gig yet, so she should also have had extra free time. Yet every time he picked up the phone to call her back, he found something else incredibly pressing to do. He needed to talk to Hill about something. Agent Weaver asked him to address the incoming trainee class about life in the field. The _Wall Street Journal_ released its Friday crossword puzzle. He stayed up half the night losing Risk to Agent Blake.

He was tired, the morning after that last, and answered his cell phone without checking the caller ID first. “Phil Coulson.”

“Oh, good, I got you,” Gail said, though she didn’t exactly sound thrilled about it. 

“Hi, Gail. I was just about to call you,” Phil lied. “What’s up?”

“Um. Are you busy?”

“No. What can I do for you?”

“Can you meet me, say at 2:30, at the Starbucks at the intersection of 35th Street and 8th Avenue?” Gail asked. 

Phil looked at his calendar, which told him what he already knew. He had no plans for the afternoon. “I could do that, sure.”

“Okay,” Gail. “So I’ll see you then.”

He didn’t estimate the travel time well, and was almost twenty minutes late. Gail was leaving Starbucks when he got there.

“Phil.”

“Sorry,” he said. “I’m sorry, there was traffic, and -- “

“It’s okay. I’m glad you caught me.”

“Lady, you’re blocking the door,” a man in a slightly grubby green parka said, gesturing.

“Oh, sorry,” Gail said, and stepped out into the street, pulling her cello and a suitcase behind her. Ludwig the rabbit sat in a small plaid carrier perched atop the suitcase.

For the first time, Phil stopped to think about the address she’d given him, no where near her apartment in the Bronx. “Penn Station.” 

“I’m going home. To Portland, I mean. I don’t think New York’s for me. I’ve been trying to reach you for days to tell you.”

“I’ve been . . . busy.”

“I know. I’m still glad I got to tell you in person. Breaking up via text message is just a little . . . TMZ, you know?”

“Breaking up?”

“Well, yes. I mean, I don’t think we’re exactly long-distance relationship material, do you?”

“No, I guess we’re not.” They had barely been short-distance relationship material.

“Right. So, it was fun. Thanks for everything.” She reached up to kiss his cheek, and the pompom on her hat went up his nose again. 

“Of course. Good luck in Portland.”

“You, too. I mean, not in Portland, obviously. But in general.” 

“Thanks. Do you need help with all that?” he said, indicating the cello and the suitcase and rabbit carrier.

“No, I got it, thanks,” she said. “One more thing, though.”

“What’s that?”

“Whoever she is? The woman you’re still hung up on? You should really just call her.”


End file.
